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Ethical Business Conduct

Guidelines

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Ethical Business Conduct Guidelines

Table of Contents

Overview and Purpose

03 Introduction

Our Culture

04 Vision and Values

05 Boeing Code of Conduct

07 Workplace Environment

Guidance

08 Using Company Resources

09 Safeguarding Information

11 Accurate Business Records

12 Business Courtesies

14 Conflict of Interest

15 Engaging Suppliers and Third Parties

16 Personal Political Activities

17 Global Trade Controls

18 Fair Competition

Where to Go for Help

20 How to Report Concerns

21 Contacts

03 04 08 20

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Dennis A. Muilenburg

Chairman, President and Chief Executive Officer, The Boeing Company

Overview and Purpose“The work we do matters — and the way we do it matters just as much — to the people who travel in our commercial airplanes, the men and women in uniform who rely on our defense products, and the astronauts pushing the boundaries of space. Lives depend on what we do, and that demands excellence and the utmost integrity.”

These guidelines are intended as a resource for employees and other stakeholders to obtain information about common ethics and compliance-related topics; understand company expectations around business conduct; and know where to go and how to get help about ethical concerns or questions. They also illustrate our commitment to a culture of openness, accountability and compliance.

While each employee is accountable for upholding the Boeing Code of Conduct, ensuring that our Enduring Values remain foundational to our work, and following all applicable laws, regulations and company policies, Boeing advances its unified approach to ethics and compliance through the integration of key functions: Corporate Audit, Ethics and Business Conduct, Global Trade Controls, Security & Fire Protection, and other enterprise-wide services. These functions and operating groups constitute the Boeing Office of Internal Governance and Administration and represent approximately 1,700 employees worldwide.

This structure creates a sustainable advantage for Boeing by enabling compliant company performance that is embedded consistently across all geographic locations while building on the company’s more than 100-year-old legacy of integrity.

The guidelines are divided into four color-coded sections: Overview and Purpose, Our Culture, Guidance and Where to Go for Help, with subcategories on key topics. In addition to the topic overviews, related resources, such as company policies and websites and frequently asked questions, are also provided.

As we continue to operate in a dynamic global business environment, we know it is more important than ever that we approach our challenges and opportunities with a One Boeing mind-set by demonstrating ethical leadership, accountability, openness and inclusion. This is how we build strength on strength and secure the foundation that Boeing can continue to build upon in our second century.

Introduction

Pictured above, Muilenburg leads annual ethics training for Boeing’s global workforce. More than 56,000 employees from around the world participated in a live interactive session with Muilenburg and the CEOs of Commercial Airplanes and Defense, Space & Security in May 2016.

Our CultureVision and Values

VISIONBest in Aerospace and Enduring Global Industrial Champion

PURPOSE AND MISSION

ASPIRATION

Deliver Superior Value to Customers, Employees, Shareholders, Communities and Partners

Market Leadership

Top-quartile Performance and Returns

Growth Fueled by Productivity

Design, Manufacturing, Services Excellence

Accelerated Innovation

Global Scale and Depth

Best Team, Talent and Leaders

Top Corporate Citizen

Lead with courage and passion

Make customer priorities our own

Win with speed, agility and scale

Reach higher, embrace change and learn from failure

Collaborate with candor and honesty

Invest in our team and empower each other

Deliver results with excellence - Live the Enduring Values

Operate as One Boeing Build Strength on Strength Sharpen and Accelerate to Win

Connect, Protect, Explore and Inspire the World through Aerospace Innovation

Copyright © 2018 Boeing. All rights reserved.

Integrity

Quality

Safety

Diversity and Inclusion

Trust and Respect

Corporate Citizenship

Stakeholder Success

2025 GOALS ENDURING VALUES BOEING BEHAVIORS

ENTERPRISE STRATEGY

BUSINESS IMPERATIVE

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Key points

• Signing the Boeing Code of Conduct annually reinforces our personal commitment to our Enduring Values and the Boeing Behaviors.• The Boeing Code of Conduct establishes behavioral and ethical expectations for employees at all levels of the company — wherever we are in the world.

Resources

• Boeing Code of Conduct • POL-2: Ethical Business Conduct• Ethics@Boeing

At the beginning of each year, we all sign the Boeing Code of Conduct, demonstrating our personal accountability for making the best decisions for our work, our customers and our company. The code establishes expectations of conduct at all levels of the company — wherever we are in the world. Along with the Boeing’s Enduring Values, the code serves as the foundation for our workplace culture and provides the basis for the way we conduct business.

During the signing period, managers and employees meet to review and discuss Boeing expectations to keep promises, hold ourselves and each other accountable and model ethical behavior. This integral business practice also reaffirms a personal responsibility to speak up, seek guidance and raise concerns about potential violations, and it demonstrates an ongoing commitment to customers, suppliers and coworkers. While signing is conducted during the early part of the year, conversations about the code and its importance take place throughout the year.

Our CultureBoeing Code of Conduct

FAQQ: Why do we have to sign the Boeing Code of Conduct?A: Signing the code reinforces our personal commitment to each other to keep promises, hold each other accountable and model high ethical standards. A condition of employment, the annual signing also provides a chance to talk about ethics at work and is an important business practice.

Q: Who is required to sign the Boeing Code of Conduct? A: All Boeing employees, including part-time employees and employees of Boeing subsidiaries, at both US and non-US locations, sign. Interns, contract labor and industry assist individuals must also read, review and certify (by signing) that they understand and will comply with the code of conduct.

We are committed to performing all business in accordance with relevant laws and regulations and maintain a robust set of internal policies. We believe that it is our commitment to operating with integrity that drives innovation and ensures our long-term business success.

The Boeing Code of Conduct, shown on the next page, is available in English and 12 other languages: Arabic, Dutch, French, German, Japanese, Korean, Mandarin, Russian, Spanish, Turkish, Vietnamese and Ukrainian. The Finance Code of Conduct and Engineering Code are also provided for employees in those respective functions, further establishing expectations of conduct.

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Our CultureBoeing Code of Conduct

The Boeing Code of Conduct outlines expected behaviors for all Boeing employees. Boeing will conduct its business fairly, impartially, in an ethical and proper manner, in full compliance with all applicable laws and regulations, and consistent with Boeing’s Enduring Values. In conducting its business, integrity must underlie all company relationships, including those with customers, suppliers, communities, and among employees. The highest standards of ethical business conduct are required of Boeing employees in the performance of their company responsibilities. Employees will not engage in conduct or activity that may raise questions as to the company’s honesty, impartiality, reputation, or otherwise cause embarrassment to the company. Employees will demonstrate their commitment to the enduring values, will treat each other with respect, and will refrain from any type of harassment including sexual harassment.As an employee of The Boeing Company, I will ensure that:

• I will not engage in any activity that might create a conflict of interest for me or the company.

• I will not take advantage of my Boeing position to seek personal gain through the inappropriate use of Boeing or non-public information or abuse my position. This includes not engaging in insider trading.

• I will follow all restrictions on the use and disclosure of information. This includes following all requirements for protecting Boeing information and ensuring that non-Boeing proprietary information is used and disclosed only as authorized by the owner of the information or as otherwise permitted by law.

• I will observe fair dealing in all of my transactions and interactions.

• I will protect all company, customer, and supplier assets and use them only for appropriate company approved activities.

• Without exception, I will comply with all applicable laws, rules, and regulations.

• I will promptly report any illegal or unethical conduct to management or other appropriate authorities (i.e., Ethics, Law, Security, or EEO).

Every employee has the responsibility to ask questions, seek guidance, and report suspected violations of this Code of Conduct. Retaliation against employees who come forward to raise genuine concerns will not be tolerated.

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Our Culture

We believe that a strong ethical, inclusive and compliant work environment enables high performance, and that’s more than just doing the right thing. When we cultivate a culture of openness, we also generate more ideas that can be turned into our next innovation. When we hold ourselves and each other accountable, it allows us to meet our performance objectives and ensures compliant and ethical behavior. Speaking up and addressing issues early can help avoid rework and workplace distractions and can improve safety. It also enables the kind of workplace culture where ideas and concerns can be raised with confidence and without fear of retaliation.

Accountability is a shared responsibility. It is a shared means of taking ownership of our individual and collective successes and failures. Being accountable can lead to greater collaboration and finding better solutions for the benefit of our customers, our company, our employees, other stakeholders and ourselves.

Key points

• A strong ethical and compliant work environment and commitment to our Enduring Values enables high performance.• When we cultivate an open and accountable culture, we also generate more ideas that can be turned into our next innovation.• Leadership Matters drives an open and inclusive culture in which ideas and concerns can be raised early without fear of retaliation.

Resources

• Leadership Matters• Boeing Behaviors• Anti-Retaliation

Workplace Environment

While we look to managers to continually advance an environment of openness, accountability and transparency, being ethical and demonstrating integrity are the responsibility of each and every one of us. Leadership Matters, a companywide effort focused on enabling a culture of openness and accountability, is about consistently embedding ethical decision-making into all aspects of our business practices and ensuring employees and managers alike are equipped with the tools to confidently address ethics-related matters.

As we continue to operate in a dynamic global business environment and face the pressures that can come with it, we also share the responsibility for making the right decisions every day in the right way. Approaching these challenges with a One Boeing mind-set and demonstrated leadership, accountability, openness and inclusion will enable us to build strength on strength and secure the foundation needed to carry us through the next century.

A wide range of resources is available to help employees and managers alike with discussions about ethics issues. Managers can help employees strengthen their ethical decision-making skills with materials including workplace case studies based on actual events, staff meeting materials, videos and more. And while many tools are intended to empower first-level managers, midlevel managers and senior executives, recognizing that we are all leaders when it comes to ethics and integrity allows us to build trust and respect and sustain the kind of environment we all want.

FAQQ: Will my manager or coworkers find out if I contact Ethics about a work-related issue? A: Confidentiality is critical in the ethics reporting process and includes protection from disclosure of sensitive personal information, dataand identity. There are multiple ways to report concerns, and Boeing protects confidentiality and anonymity in accordance with local requirements.

Q: I feel that I have been retaliated against. What can I do? A: The Boeing Code of Conduct clearly states that retaliation against employees who come forward and raise concerns will not be tolerated. If an employee feels he or she has been retaliated against, there are several reporting channels available, including contacting a manager, Ethics Advisor, Human Resources representative or the Law Department. To learn more, visit the Anti-Retaliation website

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Key points

• Company resources include printers, computers, the Boeing network and internet connection, intellectual property (see Safeguarding Information, page 9) and your time.• Limited personal use should not interfere or disrupt company productivity nor compromise the security or integrity of company resources. • Managers are responsible for ensuring that the resources assigned to their respective organizations are used appropriately.

Resources

• PRO-10: Proper Use of Company, Customer, and Supplier Resources• PRO-10: Guidance and Resources

When it comes to using company resources, using good judgment and asking questions when something isn’t clear is expected. And while managers are ultimately responsible for the resources assigned to their organizations, it is up to each and every one of us to demonstrate accountability in ensuring these resources are protected and used for appropriate, company-approved activities, as outlined in PRO-10: Proper Use of Company, Customer, and Supplier Resources. Resources can include company materials, equipment, information and even your time.

Personal use of resources is allowed in limited circumstances and with management approval in advance, but it should never adversely affect the interests of Boeing; result in non-compliance with Boeing policies, procedures or process instructions; disrupt company productivity; or compromise the security or integrity of company resources. These restrictions also apply when employees engage with external blogs and social networking sites (e.g., Twitter, Facebook, Instagram); as such, employees should be mindful of their comments and postings.

FAQQ: Am I allowed to surf the internet using my Boeing-owned computer during my lunch break? A: Contact your manager first, since personal use of company resources is not allowed except in limited* circumstances and when there is no added cost to The Boeing Company. Limited use must be on personal time, such as during lunch time, scheduled breaks or before or after work.

Q: I run a small, side home business, and Ethics has determined that there is no conflict of interest with my Boeing work. Is it acceptable to use my Boeing laptop and Blackberry to conduct that business during non-work hours? A: No. Even though Ethics determined that there is no conflict of interest, second jobs or self-employment must be kept completely separate from Boeing-related activities and material, including use of company time, materials, facilities and equipment. Boeing laptop computers, Blackberries and other equipment are intended for Boeing employees engaged in Boeing work and may not be used to conduct outside business (see Conflict of Interest, page 14).

*Limited use does not interfere with or disrupt company productivity and does not compromise the security or integrity of company resources.

GuidanceUsing Company Resources

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Key points

• Being compliant and vigilant in information-protection practices helps ensure that Boeing’s vital data and employees’ personal information are secure.• Proprietary information can include both technical and nontechnical data and information.• Protecting information and computing resources is the responsibility of every Boeing employee.• Report actual or suspected computing security incidents through the Report a Computing Security Incident website.

Resources

• PRO-2227: Information Protection• PRO-6901: Boeing Proprietary Information • Information Protection Standards Manual

GuidanceSafeguarding Information

Continued

Safeguarding information about Boeing’s products, technologies and processes is essential to the company’s future success and national security. We invest billions of dollars into research and development every year and if the results of this work are not protected, it can diminish our company’s competitiveness. It is everyone’s responsibility to maintain the confidentiality and protect the proprietary information entrusted to us by the company, our customers and suppliers, unless disclosure is authorized or legally mandated.

Confidential information can include all nonpublic information that might be of use to our competitors, or harmful to the company or our customers or suppliers, if disclosed. Mishandling information can be intentional or inadvertent.

PRO-2227: Information Protection establishes requirements and responsibilities for protecting information; guidance on the proper disclosure, marking, control and disposition of Boeing and third-party information; and establishes a single companywide information control system. Examples of proprietary information that need to be protected can include detailed engineering or technical concepts, inventions, methods or ideas not generally known outside Boeing; software; manufacturing processes, plans and tooling; test plans; evaluations; and issues, risks or corrective actions. Proprietary information can also be nontechnical such as business, financial or program information; cost or pricing data; and business, program and marketing plans. Other controlled information can include personally identifiable information (PII), health information, export-controlled, third-party proprietary, documentation included in merger and acquisition evaluations, controlled unclassified and classified data.

Employees are the first line of defense in protecting Boeing information and computing resources, and as such are responsible for understanding and implementing protection controls and taking measures to prevent information escapes. In the course of doing business, we may inadvertently receive information we should not have. If so, such information protection incidents — whether actual or suspected — must be reported to either Ethics or the Law Department and be resolved in a timely manner and in accordance with applicable procedures.

Being vigilant helps us ensure that the information Boeing is entrusted with is secure and that Boeing’s vital data are secure, which is critical to protecting the security of the United States and its allies, supporting Boeing customers, maintaining the company’s competitive advantage and safeguarding employees.

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FAQQ: What should I do if I believe I have received controlled information in error?A: Immediately contact Ethics or the Law Department to obtain guidance on how to secure data.

Q: How do I know when to mark something “Boeing Proprietary”?A: Boeing proprietary information is information, regardless of form, that the company has rights in and that has actual or potential economic value. Before marking information as “Boeing Proprietary,” consider the five questions below. 1: Is the information confidential to Boeing? 2: Is it valuable because it is secret?3: Can others use the information to their advantage? 4: Is it hard to reverse engineer? 5: Are your answers to the other four questions based on content and substance, as opposed to the format or product name? An affirmative response to any may mean the information is likely proprietary.

Q: How do I properly safeguard Boeing proprietary information?A: In addition to marking the material “Boeing Proprietary” when it’s created and throughout the life cycle of the information, employees should use enhanced controls, which can include using encryption when transmitting proprietary information electronically both internally and externally, and ensuring that an appropriate contractual agreement with confidentiality and non-disclosure provisions is in place before disclosing to non-Boeing parties. Keep proprietary information out of sight and secure when it’s unattended and do not allow access by non-Boeing parties who are not under contract or do not need the information.

GuidanceSafeguarding Information Continued

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Key points

• Accurate business records create the foundation to consistently provide relevant, reliable and timely information for business decisions and performance assessment.• Potential violations of accounting, internal controls over financial reporting, governing policy or procedure, or audit matters or potential fraud must be reported to Ethics, the Law Department or Finance.

Resources

• POL-8: Financial Management• PRO-6948: Boeing Accounting Manual

The accuracy and integrity of our business records are critical in keeping account of the company’s net assets, revenues and expenditures, as well as demonstrating compliance with both internal and external reporting requirements. Business records can include financial and cost records, income statements, balance sheets, cost classifications and estimate at completions (EAC). Our financial systems and processes are designed to comply with US Generally Accepted Accounting Principles, Cost Accounting Standards and other relevant laws and regulations.

To ensure reliability, financial processes are properly documented, measured and managed. Financial systems are required to be designed and managed to consistently provide relevant and reliable information for business decision making and performance assessment on a timely basis. Our financial statements, regulatory reports and publicly filed documents are certified by senior Boeing leaders and are regularly reviewed by both internal teams and external auditors to ensure accuracy and compliance.

GuidanceAccurate Business Records

In instances when there is a concern over a potential violation of accounting policies or procedures, failure of internal controls over financial reporting, or potential fraud, it must be reported to Finance, Ethics or the Law Department. This ensures that the matter is appropriately elevated to allow proper due diligence and response.

To facilitate reporting, the following Ethics-managed web portals are available to augment the standard methods for reporting potential misconduct and to ensure concerns are properly evaluated, investigated and addressed:

• SOx Anonymous Reporting web portal — allows for the confidential, anonymous submission of employees’ concerns regarding questionable accounting or auditing matters.• Audit Committee web portal — allows anonymous or confidential submittal of concerns to the Audit Committee of the Board of Directors.Accurate accounting records are the foundation for internal and external financial reporting and government contract cost

accounting, and the integrity and accuracy of these records through established standard practices is paramount.

FAQQ: In order to make this year’s budget, I was asked to delay purchasing certain services so the expense would not be recorded this year. I do not think this is allowed; what should I do? A: If you feel the direction you have been given violates established financial policies or procedures, you should elevate your concern to your manager, Finance, Ethics or the Law Department. Alternatively, you may submit your concern through the SOx Anonymous Reporting web portal or Audit Committee web portal.

Q: I am a Boeing employee and suspect that our process for incorporating risk into our estimate at completion is not being followed. What should I do? A: First talk with your manager about your concern. If the matter is not resolved, then contact Finance, Ethics or the Law Department. Alternatively, you may submit your concern through the SOx Anonymous Reporting web portal or Audit Committee web portal.

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Key points

• A business courtesy is a present, gift, hospitality or favor for which fair market value is not paid by the recipient. It may be a tangible or intangible benefit. • Any courtesy must be reasonable, lawful and fully justified under the circumstances and not suggest even the appearance of impropriety.

Resources

• PRO-8: Acceptance of Business Courtesies• PRO-8: Guidance and Resources• PRO-6: Offering of Business Courtesies

When it comes to business courtesies — defined as anything of value that we give or receive from someone doing business with Boeing — it’s important that employees be vigilant in ensuring that it is reasonable, lawful and fully justified under the circumstances. We have to be careful to avoid even the appearance of impropriety.

Company procedures PRO-8: Acceptance of Business Courtesies and PRO-6: Offering of Business Courtesies prohibit certain business courtesies. In addition, employees may occasionally need support in deciding whether or not a courtesy is acceptable. Because business is won or lost on the merits of our products and services, it’s important to speak up and ask for clarification when there are questions. More information on this guidance is provided below, but whenever possible, ask in advance to address potential concerns before they escalate into bigger issues.

Accepting Business Courtesies Employees should never ask for a courtesy or accept a business courtesy

when a real or perceived attempt is being made to exchange it for influence or favorable action by Boeing. Strict guidelines are in place around offering any courtesy, and accepting a courtesy is permitted in limited circumstances only.

A business courtesy can include anything from gifts, prizes, meals and entertainment to larger items such as sporting-event tickets, training seminars or honoraria that are provided from third parties including suppliers, customers and partners or those who are seeking to become suppliers, customers or partners of Boeing. PRO-8: Acceptance of Business Courtesies establishes requirements regarding acceptance of these courtesies and applies to all employees of Boeing, including both fully and non-fully integrated subsidiaries, contingent labor and, when acting for the company, consultants and others.

In general, all business courtesies that are offered to and accepted by Boeing employees are considered gifts belonging to Boeing. Employees should not assume that they may accept a business courtesy or keep a business gift for personal use. A promotional item of nominal value, such as a pen or coffee mug with a company logo, may be retained.

In deciding whether to accept a gift, using good business judgment and asking questions when in doubt is the best course of action. Additionally, employees should consult with their manager, Ethics or the Law Department with specific questions.

GuidanceBusiness Courtesies

Continued

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GuidanceBusiness Courtesies Continued

Offering Business Courtesies Rules around offering courtesies can be complex and don’t provide a one-size-fits-all solution. Specific requirements

and restrictions apply to government employees, officials and representatives as well as officials and representatives of foreign governments. Each situation must be evaluated carefully, and your manager, Ethics or the Law Department should be consulted with questions.

Offering a business courtesy must also be done in an ethical and legal manner and comply with all applicable Boeing policies and procedures, specifically PRO-6: Offering of Business Courtesies. This can refer to a gift, hospitality or favor for which fair market value is not paid by the recipient and that may be a tangible or intangible benefit. Examples include meals, entertainment, door prizes, honoraria, transportation, discounts or use of offeror’s time, materials, facilities or equipment. Company procedures and policies strictly prohibit offering any business courtesy that could be misinterpreted as an attempt to gain an improper business advantage. Boeing policy also includes threshold limits as well as management and Law Department pre-approval requirements.

FAQQ: Is it permissible for a Boeing employee to provide transportation between Boeing buildings for a visiting dignitary or elected official? A: If travel is entirely on a Boeing facility and no commercial transportation alternative exists, such transportation is permitted. In other situations, consult with Ethics or the Law Department for guidance.

Q: May I take advantage of a discount on a product sold by a supplier of the company? A: You may accept the discount only if it is clearly available to all Boeing employees and approved by the company. Other personal discounts should be regarded as gifts and declined.

Q: What should I do if I receive a gift that I know is not acceptable? A: You should return the item to the donor with a polite explanation that Boeing policy prohibits you from keeping it. In circumstances when refusing to accept a gift may be culturally embarrassing or unacceptable, other alternatives may be more appropriate such as displaying the gift in a public area or donating it through Global Corporate Citizenship (GCC). Consult an Ethics Advisor for further guidance.

GuidanceBusiness Courtesies Continued

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Key points

• A conflict of interest (COI) may occur when an employee’s personal interest or activity interferes with, or even reasonably appears to interfere with, the interests of the company.• Inquiring early to determine if a COI exists can minimize risk.

Resources

• PRO-7: Conflict of Interest• PRO-7: Guidance and Resources

A conflict of interest (COI) may occur when an employee — or in some cases, even a member of the employee’s immediate family — has a personal interest in or is involved in an activity that interferes with, or reasonably appears to interfere with, the interests of the company or the employee’s ability to perform his or her company work objectively.

If an employee is involved in an activity or has a personal or financial interest that would cause a reasonable person to question the employee’s impartiality when performing company duties, it could also constitute a conflict of interest. Therefore, all potential conflicts need to be disclosed early and company guidelines and procedures

GuidanceConflict of Interest

be followed. The consequences of not doing so could result in a negative impact to the company’s intellectual property rights, business relationships and reputation, as well as affect the job status of employees directly.

PRO-7: Conflict of Interest helps employees identify potential areas of conflict of interest. It also provides details about how to request a conflict of interest review and about the review process. Examples of conflicts of interest include, but are not limited to:

• Taking on outside employment (paid or unpaid) in the same technical areas or product lines as Boeing (e.g., business, technical or scientific interest).

• Holding a financial interest in a business that is a supplier, customer, partner, subcontractor or competitor of Boeing.• Personal relationships with employees of other business entities that could influence an employee’s decision concerning the

selection of a supplier or its products.• When an immediate family member’s financial involvement or employment is with a supplier, partner, subcontractor or

competitor of Boeing. While some employees are required to complete a COI questionnaire annually, not all outside activities and interests require disclosure. However, employees who believe they may have a potential conflicting interest, relationship or outside activity should complete the COI process to determine if any further action is required.

FAQQ: I am a board member of my homeowners’ association. Does this create a conflict of interest? A: Participation in community organizations, such as homeowners’ associations, scouting organizations, boys and girls clubs, and some local nonprofits, do not require a conflict of interest review.

Q: Is there an issue with having a relative who works for a customer or supplier? A: In most cases, no, but the company needs to know about it so appropriate action can be taken to protect potential conflicts from affecting, or even appearing to affect, company decisions. For example, if your father represents a supplier that has been involved in procurement activities and you have just been asked to join a proposal team looking at bids from various companies, including the one that employs your father, you need to disclose this matter.

Q: How do I know whether an outside activity I’m involved in creates a conflict of interest?A: It is not possible to anticipate all circumstances that might present potential conflicts of interest. A conflict can arise when you take actions or have interests that may make it difficult to perform your company work objectively and effectively, or when you or an immediate family member receives improper personal benefits as a result of your position in the company.

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Key points

• Boeing employees should not have any contact with suppliers or other third parties that would give the appearance of impropriety.• Boeing suppliers and other third parties are responsible for the quality of their products and services, following laws and regulations, and flowing these requirements within their supply chain.

Resources

• PRO-9: Boeing Employee Contact with Providers of Goods or Services

Our partnerships with suppliers and other third parties around the world are vital to our agility and competitiveness. They allow us to meet and exceed customer expectations in providing superior products and services. We provide explicit guidance for how our business partnerships are created and conducted, as well as how to perform deliberate diligence prior to entering into these relationships.

Our purchase commitments/agreements are based on many factors including quality, service, price, delivery and best value for our customer. Only authorized agents with signature authority are permitted to make purchase commitments/agreements with suppliers or third parties for goods and/or services on behalf of The Boeing Company (e.g., price, schedule, terms and conditions).

We fully recognize that business suppliers’ and other third parties’ conduct on our

GuidanceEngaging Suppliers and Third Parties

FAQQ: What is a third party?A: Third parties are external business partners that we enter into purchase commitments/agreements with to perform business operations. Current or potential third parties of Boeing are suppliers, distributors, agents, contractors, consultants, vendors, joint ventures or clients.

Q: A potential supplier offered to help me remodel my kitchen for only the cost of materials if I provide insight on upcoming Boeing needs. What should I do?A: You must refuse any such offer and tell the supplier that Boeing treats all suppliers fairly and impartially. In addition, you or your manager must immediately advise Supplier Management, Ethics or the Law Department of the supplier’s offer.

Q: My neighbor works for a Boeing supplier. We socialize frequently and have become good friends. Could our friendship create a problem?A: It depends. If you interact directly or indirectly with the individual on behalf of Boeing there may be a conflict if your personal relationship advances to the point where it interferes with your objectivity in performing your Boeing duties. You should inform your manager and not discuss Boeing business outside of work.

Q: I have been assigned to develop a specification for something that Boeing may decide to purchase from an outside source. Can I accept help from potential suppliers in generating that specification?A: Perhaps, but you must be careful. You need to work through Boeing Supplier Management before contacting the supplier because a Proprietary Information Agreement (PIA) may be required prior to any discussion with the supplier. Further, you must avoid creating an expectation on the part of a supplier that Boeing will select or even consider them to bid for the Boeing requirement.

behalf can affect our reputation, and we require that our partnerships be based on mutual trust and a commitment to integrity. We are careful to separate business and personal activities between employees, suppliers and other third parties in order to avoid potential or actual conflict of interest or the appearance of partiality. Our suppliers and other third parties are responsible for delivering high-quality products and services and are expected to adhere to all applicable regulations and laws when performing work for us.

We are all entrusted with protecting Boeing information and complying with our suppliers’ and other third parties’ requirements on the use of their information. This mutual trust and the continued, collaborative partnership between our company, suppliers and other third parties can make the difference in our success and winning business.

It is also vitally important that our employees adhere to company procedures in their dealings with suppliers. PRO-9: Boeing Employee Contact with Providers of Goods or Services provides guidance for proper contact with suppliers to prevent even the appearance of impropriety and to ensure adherence to and compliance with regulations and anti-kickback laws.

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Key points

• Employees who wish to become involved either directly or indirectly in the political process must do so only during their personal time away from work.

Resources

• PRO-6393: Employee Involvement in Political Activities• Government Operations

Boeing encourages employees to be active in political affairs in their personal capacities, including holding elected office.

Accordingly, all political activities, including holding political office, must be on employees’ personal time, vacation time or leave of absence. Employees may not use Boeing resources such as equipment, e-mail, phones, computers and copiers in support of their political activities. When engaging in political activities, employees should not wear clothing, badges or accessories featuring Boeing trademarks or other indicia of Boeing employment.

Employees may not be reimbursed by Boeing for financial contributions or in-kind

GuidancePersonal Political Activities

support. Employees who appear in campaign or political advertising must make it clear that they are appearing in their personal capacities and not as spokespersons for Boeing. Political campaigning and related activities, such as soliciting contributions or circulating political petitions or campaign literature on company-controlled property, are prohibited. Separate from Boeing policies, employees who are involved in political activities must comply with applicable campaign laws, regulations and policies.

Within the dollar limits set by federal election laws, employees may make personal contributions. However, “pay-to-play” laws in some states and local governments restrict campaign contributions (including in-kind contributions) from employees of companies that do business with that state or local government. Employees, particularly E-1 to E-3 executives, should check the Government Operations internal website to determine whether their personal campaign contributions are restricted.

Managers are responsible for ensuring that employees are aware of these policies and procedures concerning political activities and have received appropriate training.

FAQQ: Can I use Boeing’s name in connection with a political activity I’m involved in if it’s for a good cause? A: Employees are not permitted to use the Boeing name or suggest company endorsement in expressing a personal view related to political parties, candidates or related political matters, regardless of the cause.

Q: Can I distribute campaign literature to my colleagues or post a campaign sign at work? A: Generally, employees may not conduct unauthorized political campaigning or related activities, such as circulating political petitions or campaign literature, on company-controlled property. Contact your manager, Ethics Advisor or the Law Department with any questions.

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Key points

• Violations of export/import or sanctions controls can harm U.S. and other nations’ national security and foreign policy. • Violations of export/import or sanctions controls can lead to civil or criminal fines and penalties, debarment by governments and harm to the company’s reputation and ability to do business globally.• Violations of export/import and sanctions requirements by employees on foreign travel can lead to fines and incarceration in that country.• Contact Global Trade Controls before you import or export to ensure it’s done compliantly.

Resources

• Global Trade Controls

Boeing is the largest US exporter and a significant importer and exporter in countries around the world. We export to commercial airlines and government customers in more than 150 countries, employ people in more than 65 nations and leverage the talents of thousands of suppliers worldwide.

Every day, we import and export products, parts, components and technical information to and from countries around the world, and we are committed to ensuring that every one of these import and export transactions is accomplished in full compliance with all applicable statutes and regulations.

It is important to understand that an “export” can take place anywhere. Under US law, an export is the transfer of goods, services, software or technical data to a foreign person, entity or destination, whether the transfer takes place in the United States or overseas. Typical examples of exports include:

• Transferring parts or engineering drawings to a foreign supplier.• Visits to Boeing facilities by foreign persons.• Communications with resident foreign persons.• Presentations at conferences and symposiums, even if the event is in the

United States but has foreign participation.• Allowing a foreign person access to the engineering systems.

GuidanceGlobal Trade Controls

Some of the examples could require not only a US export authorization but also authorization from other governments, usually in the form of a license from the cognizant government agency; others may not. Contact a Global Trade Controls representative to determine whether the contemplated export of the materials and information requires government authorization.

Additionally, governments around the world implement sanctions programs that restrict activities with certain countries, entities and individuals; therefore, screening of parties with whom we do business is critical to ensure compliance with these international sanctions programs.

It is imperative that employees ensure that their actions do not violate trade or sanctions requirements in the countries in which we conduct business. The potential consequences of such violations can include civil and criminal liability and could be disruptive to our global supply-chain operations and our ability to do business around the world.

FAQQ: What do I need to know if I’m traveling overseas with my laptop, Boeing phone, badge or business items?A: If you are a US-based employee, you are required to have proper export documentation before taking these items out of the country. You can acquire documentation using the Enterprise Hand-Carry Authorization Document (EHAD) system. EHAD is a step-by-step system that generates the paperwork required on your trip. If you are taking any export-controlled items or information out of the United States or another country (e.g., returning home from foreign travel with controlled information), you must also obtain approval. Contact an export focal for more information.

Q: Can I pack tools, equipment, parts or items to be used or delivered to customers or suppliers in my luggage when I travel out of the country?A: Most countries require items (other than personal items related to travel) being imported into their country to be declared and processed through customs with related fees and duties to be paid. If you fail to process the part, equipment or items being imported into the country through the appropriate channels, you may be guilty of smuggling and subject to fines and, potentially, incarceration. It is preferable and more efficient to send the items through the company’s normal shipping process. However, if it is necessary to personally transport the items in your luggage, contact Global Trade Controls.

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Key points

• We will conduct business in a fair manner through legal and ethical business practices.• Any kind of bribery or corruption is strictly prohibited.• Trading in securities while in possession of material, nonpublic information is strictly prohibited. • All forms of trafficking in persons is strictly prohibited.• Employees cannot disclose or use proprietary information or nonpublic government information.

Resources

• Anti-corruption website• PRO-6562: Compliance with the Foreign Corrupt Practices Act and Other International Anti-Corruption Requirements• PRO-12: Buying and Selling Securities — Insider Trading• Code of Basic Working Conditions and Human Rights• Combatting Trafficking in Persons Compliance Plan• PRO-70: Procurement Integrity and Restrictions on Proposal Team Assignments

Boeing is committed to fair and open business conduct throughout the world. Underlying this commitment is the principle that businesses should compete on the basis of price, quality and service and in compliance with applicable anti-corruption laws. In addition, we will not engage in practices intended to reduce or eliminate competition in violation of antitrust or other anti-competition laws. Accordingly, we will not enter into agreements with our competitors to establish prices or limit competition unlawfully.

We believe it is imperative that we compete on merits alone and strictly forbid bribery and corruption of any kind. Integrity is a Boeing Enduring Value and in support of it, we provide employees and other stakeholders with clear guidance and detailed procedures to ensure compliance with the Foreign Corrupt Practices Act (FCPA) and other global anti-corruption laws and regulations. This guidance is clear: we must never sacrifice our ethical principles to win or keep business — no business is worth the sacrifice. From our most senior leadership to our newest employees, we are committed to integrity as a core element of everything we do.

Our anti-corruption program is organized into nine areas and includes extensive controls that are assessed regularly to ensure their effectiveness. Employees are encouraged to report concerns and potential issues through our confidential and anonymous reporting methods. Retaliation against reporting parties is strictly prohibited, and action will be taken against violators of anti-retaliation policies.

Further, engaging in insider trading is illegal and, therefore, strictly prohibited. Prohibitions are based on US federal securities laws dealing with the possession and use of nonpublic material information, defined as information that a reasonable investor would consider important in deciding to purchase, sell or hold a security. Nonpublic information is that which has not been made available to the public by means of a company press release or other official announcement. Employees who have material nonpublic information about Boeing or other companies because of their

GuidanceFair Competition

Boeing connections are prohibited from trading in those securities, as well as from communicating such information to family or friends or recommending that anyone purchase, sell or hold securities on the basis of such information.

We are also committed to mitigating the risk of human trafficking and forced labor in all aspects of our business. The company strictly prohibits all forms of trafficking in persons, including while on personal time and even if lawful in the governing jurisdiction. If employees suspect human trafficking activities are taking place where Boeing conducts business, it must be reported to a manager, Ethics or the Law Department. Employees and third parties acting on behalf of Boeing found violating any form of human trafficking are subject to appropriate corrective action, including termination of employment or contract.

All employees, including contingent labor and consultants who are involved in US government procurements, are required to comply with the US Procurement Integrity Act and its implementing regulations. Information subject to the Procurement Integrity Act need not be in writing nor intentionally obtained. Employees who suspect they may be in possession of information violating the Procurement Integrity Act should immediately secure the information and provide it directly to Ethics or the Law Department.

Continued

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FAQQ: I overheard a conversation that a large order for Boeing products has been placed by a customer but has not yet been announced. May I purchase Boeing stock knowing that information? A: No. You could be violating insider trading. The Securities Exchange Commission (SEC) will assume a person intended to engage in insider trading by using any material, nonpublic information, no matter how the information was received.

Q: What should I do if I received an e-mail containing proprietary data from another party that I know Boeing is not authorized to have?A: Do not copy, download, print, forward or delete the information or the e-mail that transmitted it. In addition, you must immediately advise your manager, Ethics or the Law Department for direction.

Q: While visiting a Boeing supplier, I noticed what I believe are child laborers. What should I do? A: If you suspect human trafficking of any kind, you should report the incident to your manager, Supplier Management, Ethics or the Law Department. In addition, employees can contact the Global Human Trafficking Hotline at 1-844-888-FREE or help@befree.org.

GuidanceFair Competition Continued

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Employees are responsible for knowing and complying with the Boeing Code of Conduct in upholding our reputation and adhering to Boeing’s Enduring Values. Further, Boeing does not tolerate retaliation against employees who come forward to raise issues or concerns and expects all employees and stakeholders to report potential misconduct promptly so it can be appropriately addressed.

A culture of openness and accountability thrives on transparency and honest two-way communication. To ensure that we all do our part in continually advancing this kind of culture, issues or concerns should be raised early and in the right way.

When an issue arises, contacting a manager is always the first recommended course of action because managers are the best source of information. Depending on the nature of the concern, other reporting channels can be used, including speaking with an Ethics Advisor, or calling the US Ethics Line (888-970-7171) or appropriate Global Ethics Line. The Sarbanes-Oxley (SOx) Anonymous Reporting Tool is also available for concerns regarding questionable accounting or auditing matters. Contacting Human Resources or the Law Department are also options.

When contacting Ethics, you can choose to provide information confidentially (by revealing your name and contact information to the Ethics team), or anonymously (by choosing not to reveal your identity). Providing your name is strongly encouraged since it allows Ethics to more thoroughly investigate your concern. All employee information is kept confidential.

Where to Go for HelpHow to Report Concerns

The chart below outlines the differences between confidential and anonymous reporting:

Confidential reporting (preferred method)

Anonymous reporting

Personally identifiable information is safeguarded. X X

Ethics can contact you for additional details that may be critical to the investigation.

X

Ethics can inform you of case progression and outcomes. X

Reporting methods available

Ethics AdvisorEthics LineGlobal Ethics LineConfidential Portal

Ethics AdvisorEthics LineGlobal Ethics Line(not available in some cases)Anonymous Portal

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Contacts

Where to Go for Help

ManagementContacting a manager first with questions, concerns or help needed is always recommended, although employees may ultimately be referred to other, more appropriate resources.

Ethics AdvisorsEthics Advisors are full-time, dedicated Boeing employees who are trained in advising employees and stakeholders on matters of ethical concern. Ethics Advisors support business units, functions and regions and can be reached directly by calling a Boeing Ethics Line.

Boeing Ethics LinesThe Boeing Ethics Lines provide Boeing employees and others (inside and outside

Key points

• Several channels for reporting ethical issues or concerns are available including contacting a manager, Ethics Advisor, Ethics Line or portals, Human Resources or the Law Department. • Concerns should be raised early, at the right time, in the right way.

Resources

• Ethics@Boeing • Ethics Advisors • POL-2: Ethical Business Conduct• Leadership Matters

of the company) a confidential and anonymous, if desired, channel for communicating concerns or questions regarding matters that may be in violation of the Boeing Code of Conduct, policy, procedures, or laws and regulations such as improper, illegal, or unethical business practices. In the United States, call the US Ethics Line (888-970-7171). Outside the United States, call the appropriate Global Ethics Line.

Ethics Reporting Process WebsiteThe Ethics Reporting Process website is designed to increase understanding around the reporting and investigation process. The site guides employees through the process, from first contact through final evaluation and outcome.

Sarbanes-Oxley Anonymous Reporting ToolThe Sarbanes-Oxley (SOx) Anonymous Reporting Tool was established by the Boeing Board of Directors Audit Committee as part of the company’s desire to comply with both the letter and the spirit of the Sarbanes-Oxley Act. This web portal is for the confidential, anonymous submission of employees’ concerns regarding questionable accounting or auditing matters.

FAQQ: I’m not certain if what I observed is an ethical issue, but it doesn’t feel right. What should I do?A: Contacting a manager first with questions, concerns or help needed is always recommended. Other channels for help include contacting an Ethics Advisor, calling the appropriate US Ethics Line (888-970-7171) or Global Ethics Line. The Sarbanes-Oxley (SOx) Anonymous Reporting Tool is also an option for concerns regarding questionable accounting or auditing matters. Contacting Human Resources or the Law Department is also an option.